In the skies above, a giant Nevermore is attacking Amity Colosseum. Ruby Rose and Pyrrha Nikos are still in a state of shock after the death of Penny Polendina. Jaune Arc unsuccessfully tries to get Pyrrha's attention. The Nevermore breaks through the safety barrier and attacks Pyrrha, but it is stopped by Ruby, who has armed herself with one of Penny's swords. As the Nevermore rears to attack again, dozens of rocket-propelled lockers fall down on it, pinning it to the ground. The members of TeamsJNPR, SSSN, CFVY, ABRN and FNKI appear and arm themselves with their weapons from the lockers. They then launch a combined attack on the Nevermore and finish off the Grimm.

Pyrrha tearfully apologizes to Ruby for her part in the death of Penny, but Ruby states that she does not hold her responsible. Jaune resolves to stop the true culprits and prevent them from causing more bloodshed. As the students in the Colosseum re-group, several Griffons, large flying creatures of Grimm, land on the stadium and begin to attack, but are stopped by Professor Peter Port and Doctor Bartholomew Oobleck. The pair tell the students to escape as they hold off the Grimm together.

Hundreds of civilians are attempting to leave the Colosseum on Air Buses, but Grimm are being off-loaded at the landing bays by White Fang Bullheads. Alongside his Atlesian Knight-200 androids, General James Ironwood defends the landing area, personally fighting off and killing a large Alpha Beowolf with his revolver. When the students come to Ironwood for guidance, he gives them a choice – either fight and defend their Kingdom and school, or escape and save themselves. As the students unanimously decide to defend Beacon, Ironwood boards a transport aircraft to reclaim his ship from Roman Torchwick and take back the skies.

Roman is gleefully causing havoc at the controls of the stolen airship. Neo Politan hands him a Scroll infected with the computer virus, which he interfaces with the airship, causing all of the Atlesian androids to go rogue. The androids turn on Qrow Branwen and Glynda Goodwitch as they attempt to fight off the Grimm at ground level, and attack Weiss and Blake when they arrive back at Beacon. The androids then betray Ironwood on his transport aircraft, causing it to spiral out of control and crash. Seeing this, Ruby turns around and uses one of the rocket lockers to land on Roman's Airship with the intention of taking it back herself. Roman orders Neo to intercept her.

Back at Beacon, Weiss and Blake fight their way through droves of White Fang soldiers, rogue Atlesian androids and creatures of Grimm. The other students return from Amity Colosseum and also join the fight against the attacking forces. However, in the midst of the battle, Blake is reunited with her old partner and mentor, Adam Taurus, who is eagerly participating in the attack on Beacon. Blake reacts with horror as Adam smiles and greets her.

From a nearby rooftop, Cinder Fall is relishing in the destruction as Mercury Black enthusiastically films and broadcasts the violence. With them is Emerald Sustrai, who watches the chaos unfolding below, appears visibly unnerved for the first time. In his office, Professor Ozpin witnesses the carnage he failed to prevent unfold all across the city. He eventually stands up and leaves, taking his cane with him.

However, the ground below begins to tremble, and an enormous Wyvern awakens and erupts from beneath a mountaintop near Mountain Glenn, taking flight and heading towards Vale, summoning lesser Grimm as it approaches.

The students on the ground continue to fight. However, Pyrrha leaves the battlefield with Ozpin, to the confusion and concern of her teammates. Jaune follows her to find out what she is doing. Cinder watches from the rooftop as her eyes glow ominously.

Transcript

After the opening, the scene shows the fairgrounds in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures, and a vendor hides behind his booth when a group of Ursai run past. Blake Belladonna and Weiss Schnee are then shown watching in horror of everything going on around them. Civilians continue to flee as Grimm continue to run amok, and a dead Creep on the ground starts to dissipate.

Weiss: I don't believe this...

Blake:(Pulling out her Scroll) Yang, are you okay?

Cut to Yang Xiao Long running in the hallways of the dorms with Zwei.

Yang: (responding to Blake through her Scroll) I'm fine. Is Ruby with you? She's not answering her Scroll.

Blake: No, she isn't. (at those words, Yang stops in her tracks with a worried expression on her face) Yang, I'm sure she's fine. She's our leader. She can take care of herself.

Yang closes her eyes and curls her fist into a ball

Yang:(hesitantly) Right.

Yang continues forward with Zwei and turns the next corner of the hallways. Cut back to Blake and Weiss at the fairgrounds.

Yang: I'm headed to the docks near the courtyard. The White Fang are releasing Grimm into the school!

Blake:(alarmed) The White Fang is here!? (through her Scroll, Blake hears the sounds of Grimm growling, and her expression grows ever more worried) Yang!

Yang: Ugh! Gotta go! Be careful! (call ends)

Weiss: Blake, what are we going to do?

Blake:(pensively) We're going to the docks, and we're doing our job.

Blake uses her Scroll to call upon her rocket locker, which lands behind her and opens up to reveal Gambol Shroud. Weiss gives one last look at Blake before nodding in agreement.

Back at Amity Colosseum, the Nevermore screeches as it continues to weaken the force field that's keeping it from getting in.

Warning Announcer: Warning: Safety Barriers Failing.

As civilians run past her in a panic, Ruby Rose stays kneeling on the ground with her head down, her expression in a mixture of shock and sadness. As the Nevermore circles around the colosseum, Pyrrha Nikos struggles to stand as she looks in shock at the torn apart Penny Polendina.

Jaune: (in the stands with the remaining members of Team JNPR) PYRRHA!! Pyrrha, that thing's going to break in! You've gotta move!

Jaune, Ren, and Nora look up and see the force field flash as the Nevermore rises back up before diving back in. Wasting no time, the leader of Team JNPR jumps from the stands into the arena.

Nora: Jaune!

Jaune: (runs towards Pyrrha) Pyrrha, please snap out of it!

Suddenly, the Nevermore completely breaks through the holographic barrier, and the force of it landing on the arena floor knocks back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeches and lunges towards Pyrrha. Suddenly, the Nevermore is knocked back by a red, twirling blur of roses, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

The Nevermore rises up and circles around the arena before lunging back down. Ruby holds Penny's sword defensively. Suddenly, the Nevermore gets pinned down by a barrage of rocket lockers, and screeches out in pain before going unconscious. The lockers then open up, revealing the weapons of various students, including Crocea Mors, StormFlower, Magnhild, and Fulcrum. The respective owner of the sword pulls it out from his locker, and is shown alongside Scarlet David gripping his cutlass and flintlock pistol, Sage Ayana with his sword, and Neptune Vasilias with his gun in hand. The camera continues to pan over showing Sun Wukong with Ruyi Bang and Jingu Bang in its staff form, Ren and Nora carrying their respective weapons, and the remaining members of Team CFVY, the members of Team ABRN, as well as Flynt Coal and Neon Katt of Team FNKI, all gripping their respectiveweapons. The students are then suddenly shaken when the Nevermore starts to get back up. Ren then leaps up into the air and uses the blades of his weapons to slash at the Nevermore. Arslan Altan uses her rope dart to swing down and grab the towering Yatsuhashi from the ground. Sage also leaps up into the air, and Nora runs up to the Nevermore's head and hit it with Magnhild in its hammer form. When Arslan reaches peak height, she lets go of Yatsuhashi, who is then joined by Sage, as the two broadsword wielders slash down and decapitate the Nevermore, causing it to dissipate into black particles. As Arslan lands back on the ground next to her teammates, Ruby looks over to the teary-eyed Pyrrha.

Pyrrha: (kneeling on the ground) Ruby, I... (she stops and holds a piece of Penny's torn cloth in her hands as her eyes continue to well up) I'm so sorry.

Jaune: She's right. (walks over to Pyrrha with Miló and Akoúo̱ in his hands) Whoever was on that microphone... they're the ones that did this. And we have to make sure they don't take anyone else.

Pyrrha stands back up and takes her weapons back from Jaune, the two of them exchanging determined expressions. They then look over to Ruby, who smiles at the impressive ensemble of students. Their moment is cut short when they notice hippogriff-like Grimm land on top of the colosseum. They fly towards the group of students as Ren calls the Grimm species out by their formal name.

Sun uses his tail to flick his Scroll to Ruby, who catches and uses it to summon her locker, which opens up revealing Crescent Rose inside. However, Ruby is stopped when a Griffon lands on her locker, and roars at her before being scared away at the sound of a gunshot.

With the students clear of the arena, Port and Oobleck stand back-to-back with their weapons in hand as the Griffons circle around them

Port: (laughs maniacally) One final match, Barty!Place your bets!

Civilians continue to run and flee in panic as they reach the docking bays of the colosseum. Atlas Soldiers are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another person tries to comfort her. Suddenly, White Fang Bullheads are seen dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General James Ironwood effortlessly gun down an Ursa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf. He screams a loud battle cry as he pulls out his revolver from his coat. Ironwood ducks and slides under the Beowolf's swipe and shoots at it a couple times. The Beowolf then charges at Ironwood again, who fires his revolver a few more times before having to duck under another swipe. The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand. The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. The students are then shown exiting the arena entrance and gather together in front of Ironwood.

Ruby: What's going on!?

Ironwood: Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm... (Ironwood is interrupted by a sneak attack from a Creep, which is swiftly dealt with from a bullet to its head.) ...going to take it back.

As Ironwood turns for his ship, he is stopped when asked a question.

Jaune: What should we do?

Ironwood:(turns and faces the students) You have two choices. Defend your Kingdom and your school... or save yourselves. (the students exchange looks with each other) No one will fault you if you leave. (Ironwood then proceeds to climb up on the dropship in front of him, as he addresses the crowd.)Let's move out!

As Ironwood leaves, the students look at each other and murmur before a certain monkey Faunus speaks up.

While the students head to the nearest airship, Roman Torchwick is seen giddily fidgeting around with the controls of the Atlesian Airship, callsign "Blue-2", like a child in a candy store.

Roman: Hmm... let's see, what does... this button do? (After the button is pressed, a noise is heard.) Oh, fun! How about ... this one? (With the press of a button, the airship suddenly empties its cargo of Atlesian Knights, all on standby, as they fall to the ground with a massive thud.)Hm. Alright, nothing.

Neo Politan, still wearing her Atlesian military disguise, hands Roman a Scroll with the Black Queen insignia, as he inserts it in the console.

Roman: Oh-ho-ho! Now this one, this one's gonna be fun!

As a squadron of Knights shoot down Grimm, they suddenly stop as their visors and LEDs turn a dark crimson, and turn around, pointing their guns at Glynda Goodwitch and Qrow Branwen as they continue to fight the Grimm, the realization shocking them as they see the Knights now turned against two of their now former masters.

Goodwitch: What!?

On the courtyards of Beacon, Weiss and Blake are nearly caught off-guard by the local Knights also succumbing to the virus and turning towards them, forcing the duo to duck from the volley of fire.

Blake: Look out!

Weiss and Blake manage to dodge incoming fire, but the Knights surround them, forcing the Schnee and the Faunus to draw their weapons.

Meanwhile, the oblivious general, still en route to the Airship, gets a nasty surprise when the Knights on his dropship suddenly activate and turn on him.

Ironwood: No!

As Ironwood reaches out, the dropship suddenly loses altitude, plummeting from the ground as two flashes can be seen from the cockpit. The students watch in horror as they see dropship fall from the sky. Ruby decides to run to the bay doors of their Air Bus.

Sun: Ruby! What are you doing!?

Ruby then jumps off the Air Bus as it barely takes off, using her Semblance of speed to safely land on the runway after freefalling in the sky. As she runs to the stadium, she finds it nearly empty and full of brown dirt, where she sees a locker. She punches in the code, latches on with Crescent Rose, and immediately takes to the skies, landing on top Roman's stolen airship with a thud.

Roman: (Gesturing to Neo) Ugh... go see what that is.

Neo simply nods at Roman's command, and leaves the control room.

Back at Beacon, the hacked Knights continue to fire, but they are cut up by flurry of slashes. Weiss is seen taking down a few knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier before getting overwhelmed by more White Fang members, but they are all suddenly knocked back by Weiss. Afterwards, Weiss and Blake stand back-to-back, but notice a group of human Atlas Soldiers fighting off an Atlesian Paladin, which has also been affected by the virus and turned rogue. The Paladin easily beats down the soldiers.

Weiss: Come on!

Before Weiss and Blake could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf is seen jumping out of it before it could crash with the aircraft. The Beowolf lands on the ground and starts to chase after fleeing civilians. Weiss and Blake exchange one last look with each other before parting ways.

Weiss: Be safe.

As the two part ways, Blake is seen running just outside the dining hall. However, she stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She then gives a look of horror when she sees a familiar figure throwing an Atlas soldier.

All across Beacon Academy, various students battle the many Creatures of Grimm: Jaune is seen slashing at an Ursa, while Neon rollerblades away from a Boarbatusk. Coco opens fire on a Griffon, while Arslan is seen fighting an Ursa Major before it runs off to attack Nora, who fires at it with her grenade launcher. Ren is seen firing his guns at a retreating Beowolf before it drops dead. The camera then dynamically zooms under an archway before panning up a building, slowing down until it reveals Cinder Fall, Emerald Sustrai, and Mercury Black standing on the rooftop, the latter filming the chaos with his Scroll.

Cinder: Beautiful.

Emerald: (with a sorrowful expression on her face) It's almost sad.

Cinder: It's horrendous. Focus on the Atlesian Knights.

Mercury: Oh, I'm getting all of it.

Cinder: Good. Continue the broadcast until the end.

Suddenly, a tremor rocks the three of them.

Cinder: And do not miss what happens next.

Cinder walks off as Mercury continues filming with an evil grin on his face, while Emerald's expression only grows more worrisome.

Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building. Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when a sudden tremor shakes the ground.

Back in the city, Glynda and Qrow continue fighting, before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing.

Goodwitch: No...

Another tremor shakes Jaune as he battles an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.

Elsewhere, a mountain starts to violently shake and crumble, as various body parts of a monstrous-looking Grimm are revealed, before the mountain completely breaks apart, releasing a titanic Wyvern. The Wyvern roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale and spawns various Grimm.

Ozpin approaches the window of his office, noticing the Wyvern getting closer. The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT. As the Grimm charge forward, the camera pans across the members of Team SSSN and Team JNPR in a lineup as they prepare to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other. Before they could go forward, Pyrrha notices Ozpin standing the entrance of the tower, while Team SSSN runs off to fight off their enemies. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.

Nora: Where's she going?

Jaune: I'll go find out. You two stay here and keep fighting.

As he goes to follow Pyrrha, the camera then zooms in to a building in the background, with a familiar figure standing on the rooftop with her weapons in hand. A close up of Cinder's eyes are seen glowing ominously before the episode cuts to black.

Trivia

Roy can be seen in the talons of a Nevermore in the background

Hilda's ORF armor in the episode (center)

Team CRDL, Team NDGO and Team BRNZ are the only named teams which participated in the Vytal Festival but are not present in this episode. It is possible they choose to flee from the battle rather than fight the Grimm, or they simply were not present at Amity Colosseum at the outset.

Near the beginning of the episode, Roy Stallion from Team BRNZ is seen being carried off by a Nevermore in the background. He was last seen at the fairgrounds standing behind Weiss and Blake during Cinder's broadcast in the previous episode, "PvP".

The "ORF_Suit.EXE" or "Iron Hilda" armor from the Rooster Teeth series X-Ray and Vav appears as an easter egg in the episode when Roman drops the androids out of the ship.[1] The easter egg plays on the visual similarities between the AK-200s and the ORF armor.